An authorised AIFM is required for AIFs, unless operating under a registered regime where allowed. UCITS appoint a UCITS management company or can be self-managed where permitted.

Which investor documents are required?

Prospectus, articles, PRIIPs KID for UCITS sold to retail, SFDR and EU Taxonomy disclosures if applicable, and financial statements.

What are CSSF processing expectations?

Final documents should be filed promptly after examination closure; one month is reasonable and two months is indicated as an overall maximum.

What will AIFMD II change?

It will apply from 16 April 2026 after national transposition, refining delegation, substance, and loan-originating AIF rules with transition periods.

What are audit requirements?

Annual audit by a Luxembourg approved statutory auditor and other checks required by law.

Funds are generally tax-neutral vehicles subject to subscription tax where applicable. Investor taxation depends on residence and circumstances.

What language should be used for investor documents?

Use languages required by the distribution markets. Translations must be accurate and consistent.

Quick facts about the Luxembourg SICAV, Investment Company with Variable Capital

Q: What is the legal nature of a SICAV in Luxembourg?

A SICAV is an open-ended investment company that issues and redeems shares at net asset value. It may be organised under UCITS, Part II UCI, SIF, or RAIF frameworks, depending on the strategy and target investors.

Q: What are the minimum capital rules?

EUR 1,250,000 at fund level is standard, with initial paid-in capital rules for self-managed SICAVs and deadlines set by law.

Q: What is the depositary’s role?

Safekeeping of assets, cash flow monitoring, and oversight functions according to law. The depositary must be established in Luxembourg.

Q: Can a SICAV be self-managed?

Yes, subject to capital, substance, and governance requirements and compliance with the applicable framework.

Q: Are umbrella SICAVs allowed?

Yes. Sub-funds can have segregated assets and liabilities and different share classes.

Q: What distribution rules apply?

UCITS benefit from the EU passport. AIFs follow AIFMD marketing rules and local regimes outside the EU.

by KNOWLEDGE CENTER | Jan 21, 2022 | Corporate Structuring

Open-ended investment company with variable capital in Luxembourg

The structuring of a Luxembourg SICAV (open-ended investment company with variable capital) is primarily guided by the Special Investment Fund (SIF) and Undertaking for the Collective Investment of Transferrable Securities (UCITS) frameworks.

Luxembourg SICAV

All SICAV (investment company with variable capital) shares are accessible to to the public, with rates determined by a funds’ investment net asset value. If you want to know more about the Luxembourg SICAV as your elected investment fund and you plan to incorporate one, one of our Damalion experts will be happy to assist you.

This information is not intended to be a substitute for specific individualized tax or legal advice. We suggest that you discuss your specific situation with a qualified tax or legal advisor.

Luxembourg Investment Company with Variable Capital (SICAV): what it is, how it works, legal options (UCITS, Part II, SIF, RAIF), governance, timelines, and investor disclosures.

For fund sponsors, asset managers, family offices, institutional investors, and service providers. This page gives neutral, practical information. Acceptance, authorisations, and timing remain at the competent authorities’ and providers’ discretion.

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What is a SICAV?

A SICAV is an open-ended investment company with variable capital. Shares are issued and redeemed at net asset value. A SICAV can be set up as a stand-alone fund or as an umbrella with sub-funds (compartments) and multiple share classes.

Legal routes in Luxembourg

Route	Who it targets	Key points
UCITS SICAV	Retail distribution (EU), also used by institutions	CSSF authorisation and ongoing supervision. UCITS rules on eligible assets, risk, liquidity, and disclosures. PRIIPs KID required for retail since 2023.
Part II UCI SICAV	Retail or professional investors (non-UCITS strategies)	CSSF authorised. Broader strategies than UCITS but with prospectus approval and reporting. Capital must reach the legal minimum within the set period.
SIF SICAV	Well-informed investors	CSSF authorised. Diversification and risk-spreading as per SIF Law. Extended time to reach minimum capital applies.
RAIF SICAV	Well-informed investors	No prior CSSF product authorisation. Must appoint an authorised AIFM. Same product features as SIF in practice, with different supervision model.

Terms above use common market wording. Always check the current Luxembourg laws, CSSF regulations and guidance, and EU rules.

Governance and key parties

Board of directors (for the SICAV company).
Management company (ManCo) for UCITS/Part II or AIFM for SIF/RAIF (or appoint both if relevant). Self-managed SICAV is possible where permitted.
Depositary in Luxembourg.
Central administration and transfer agent in Luxembourg.
Auditor (réviseur d’entreprises agréé).
Portfolio manager and distributors under proper delegation and oversight.

Capital and timing

Minimum capital: EUR 1,250,000 at fund level (market standard for UCITS, Part II UCIs, SIFs, RAIFs), with initial paid-in capital rules for self-managed SICAVs.
Deadline to reach minimum (as updated):
- UCITS FCP: 6 months after authorisation. SICAV/SICAF: reach EUR 1,250,000 within 12 months after authorisation.
- Part II UCI: 12 months after CSSF approval.
- SIF: 24 months after authorisation.
- RAIF: 24 months after establishment.
CSSF processing: after examination is closed, final documents should be filed promptly; one month is generally reasonable and two months is the overall maximum indicated in CSSF guidance.

Timelines may change with new rules or CSSF practice. Always confirm during drafting.

Disclosure and investor documents

Prospectus and constitutive documents.
PRIIPs KID for UCITS sold to retail in the EEA (in force since 1 January 2023).
SFDR and EU Taxonomy disclosures as applicable.
Financial statements and periodic reports as required by law.

Umbrella and sub-funds

An umbrella SICAV may create sub-funds with separate portfolios and policies. Each sub-fund can have distinct share classes. Liability segregation applies as set by law and the articles.

Service locations

Depositary and central administration are in Luxembourg. Portfolio management and other functions may be delegated subject to substance, oversight, and delegation rules.

Costs and practical timing

Organisation costs (legal, advisory, filings, listing if any).
Ongoing costs (ManCo/AIFM, depositary, admin/TA, audit, directors’ fees, data and reporting).
Timing depends on structure, completeness of drafts, availability of service providers, and CSSF review where applicable.

Frequently asked questions

What is the legal nature of a SICAV in Luxembourg?

A SICAV is a company with variable capital set up as an undertaking for collective investment. It issues and redeems shares at net asset value. It may qualify under UCITS, Part II UCI, SIF, or RAIF frameworks depending on the strategy and target investors.

Who supervises a SICAV?

UCITS, Part II UCIs, and SIFs are authorised and supervised by the CSSF. RAIFs are not authorised by the CSSF at product level but must appoint an authorised AIFM, which is supervised.

What are the minimum capital rules?

Market minimum is EUR 1,250,000 at fund level. Self-managed SICAVs have initial paid-in capital at incorporation and must reach EUR 1,250,000 within the legal timeframe.

How long do we have to reach the minimum capital?

UCITS FCP: 6 months after authorisation; SICAV/SICAF: 12 months. Part II UCI: 12 months. SIF: 24 months. RAIF: 24 months after establishment.

Is an AIFM required?

For AIFs (SIF/RAIF/Part II when it is an AIF), an authorised AIFM is required unless the fund is below thresholds and chooses a registered AIFM model where allowed. UCITS appoint a UCITS ManCo or can be self-managed if the law allows.

What is the depositary’s role?

The depositary safeguards assets, monitors cash flows, and performs oversight duties as required by law. It must be established in Luxembourg and meet eligibility criteria.

Can a SICAV be self-managed?

Yes, in certain cases. A self-managed SICAV must meet own funds, substance, and governance conditions and comply with the relevant framework (UCITS or AIF laws).

Are umbrella SICAVs allowed?

Yes. The articles may provide for multiple sub-funds with segregated assets and liabilities as set by Luxembourg law.

What investor documents are needed?

Prospectus, articles, PRIIPs KID for UCITS retail distribution, SFDR/Taxonomy disclosures where applicable, annual and periodic reports, and listing documents if listed.

What distribution rules apply?

UCITS benefit from EU passporting. AIFs rely on AIFMD marketing rules (passport to professional investors via an authorised EU AIFM; national private placement where relevant). Local rules apply outside the EU.

What are the CSSF processing expectations?

After the examination is closed, final documents should be filed promptly. One month is generally reasonable and two months is the overall maximum indicated by CSSF guidance for final filings.

What is the impact of AIFMD II?

AIFMD II will apply from 16 April 2026 after transposition. It refines rules on delegation, substance, and loan-originating AIFs, with transition periods for some items.

What risk and liquidity rules apply?

UCITS must meet strict eligible asset, diversification, and liquidity rules. AIFs follow the AIFM framework, fund law (Part II/SIF/RAIF), and policies approved by the governing body.

How are conflicts of interest handled?

By policies and procedures at SICAV, ManCo/AIFM, and delegates. Disclosures in the prospectus and KID (if applicable) must be accurate and kept up to date.

What are the audit requirements?

SICAVs appoint a Luxembourg approved statutory auditor who audits annual financial statements and reviews compliance items required by law.

Are side pockets and swing pricing possible?

Tools may be used where permitted by law and disclosed in the prospectus. Implementation must follow CSSF and EU guidance.

What about tax?

Luxembourg funds are generally tax-neutral vehicles subject to subscription tax where applicable, with investor-level taxation depending on residence and circumstances. Always seek tax advice.

What language should documents use?

Prospectus and KID must be available in languages required by distribution markets. Translations must be accurate and consistent.

Can a SICAV list share classes?

Listing is possible on an exchange that accepts such instruments. Listing rules and ongoing obligations will apply.

Can terms change after launch?

Yes, subject to law, CSSF process if supervised, investor approvals when required, and proper notice to investors.